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18-1023_HUNSAKER & ASSOCIATES IRVINE, INC._Professional Services Agreement First Amendment CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT FIRST AMENDMENT This First Amendment ("Amendment") is made and entered into as of 1_ , 2018 by and between the City of San Juan Capistrano, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and Hunsaker & Associates Irvine, Inc., a Planning, Engineering, Surveying consulting firm with its principal place of business at Three Hughes, Irvine, CA 92618 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a California municipal corporation and is in need of professional services for the following project: lot line adjustment and other subdivision work for City owned land adjacent to the San Juan Hills Golf Club in the City of San Juan Capistrano, APN 666-011-28 (hereinafter referred to as "the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties have previously entered into that certain Professional Services Agreement for Appraisal Services, dated September 11, 2018 ("Original Agreement"). D. The Parties have identified additional work to be undertaken pursuant to the Original Agreement, and as called for in Section 3 of the Original Agreement, the Consultant has provided a proposed scope and schedule for this additional work, as set forth in Exhibit "A", attached hereto and incorporated by reference herein. E. The Parties desire by this Amendment to amend the scope of services (Exhibit "A") and compensation set forth in the Original Agreement, as set forth in Exhibit "A", attached to this Amendment and incorporated by reference herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Amendment of "Services". Section 1 of the Original Agreement, Services, is hereby amended in its entirety to read as follows: "1. Services. Consultant shall provide the City with the services described in the Scope of Services attached as Exhibit "A." to the Agreement and the additional services as described in Exhibit "A" to the Amendment. 2. Amendment to "Compensation". Section 2 of the Original Agreement, Compensation, is hereby amended in its entirety to read as follows: "2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "A" to the Agreement and Exhibit "A" to the Amendment. 1 61 147.80010\31486114.1 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $9,400 for the services described in Exhibit "A" to the Agreement and $19,000 for the services described in Exhibit "A" of the Amendment. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Amendment to "Time of Performance". Section 5 of the Original Agreement, Time of Performance, is hereby amended in its entirety to read as follows: "3. Time of Performance. a. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder within forty five days from the execution of the Amendment. The Notice to Proceed shall set forth the date of commencement of work. 4. Continuing Effect of Original Agreement. Except as amended by this Amendment, all other provisions of the Original Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment. From and after the date of this Amendment, whenever the term "Agreement" appears in the Original Agreement, it shall mean the Original Agreement as amended by this Amendment. 5. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 6. Severability. If any portion of this Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 2 61147.80010\31486114.1 SIGNATURE PAGE FOR FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND HUNSAKER& ASSOCIATES IRVINE,INC IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. CITY OF SAN JUAN CAPISTRANO Hunsaker&Associates Irvine, Inc. B By: 7% �1 ._ Y' A Si elager Its: .- 71eN%1 Printed Name:'`°U,,' 7i, .t„6 ATTEST:L_ I: P By: orris, +►j Cle APPROVED AS TO FORM: i '4 -3 ' By: c ., Je ey4allInger, C',,,, / Attorney 3 61147.8001013 1486114.1 HUNSAKER &ASSOCIATES I R V I N L , I N ( PLANNING ENGINEERING October 2, 2018 SURVEYING GOVERNMENT RELATIONS IRVINE Mr. Charles View LOS ANGELES CITY OF SAN JUAN CAPISTRANO PALM DESERT 32400 Paseo Adelento RIVERSIDE San Juan Capistrano, CA 92675 SAN DIEGO Subject: Legal Description for the Granting of a Portion of APN 666-011-28 }�, Dear Mr, View: i976Hunsaker & Associates Irvine, Inc. ("Consultant") is pleased to offer the following proposal for an Legal Descriptions and Sketches of the referenced property. The descriptions will be based on a current title report, and the location of the new property PRINCIPALS: line provided by the Client. DAVID FRATTONE We propose to provide these services on a Time and Materials basis, as described in FRED GRAYLFE Exhibit A, for an estimated cost of$13,000. BRADLEY HAY PAUL HUDDLESTON This proposal is based on our current office rate of$144 per hour and our current field KAMAL KARAM rates of $248 per hour for a two-person survey party and $304 per hour for a three- DOUGLAS STALEY person survey party. These rates will remain in effect until July 31, 2019, at which time KRIS WEBER they are subject to an increase. JOSEPH E.WIGH'3,MAN Invoicing would be monthly based on the actual hours. We would expect to receive payment within thirty (30) days after your receipt of our invoice. Should payment not be received within thirty (30) days, a one and one-half percent (1%%) per month late fee will be charged on any unpaid balance. It should be noted that the above fee does not include the cost of blueprints or reproductions which will be invoiced directly to you through your suppliers or at cost FOUNDING PARTNERS: plus 15%when invoiced through Hunsaker&Associates Irvine, Inc. RICHARD HUNSAKER TOM R.McGANNON The following is a summary of the insurance coverages that Hunsaker & Associates JOI IN A.MICHLER Irvine, Inc. provides and is included in our offer of this proposal: DOUGLAS G.SNYDER General Liability $ 2,000,000 Personal Injury $ 1,000,000 Auto Liability $ 1,000,000 Professional Liability $ 2,000,000 Valuable Papers $ 1,850,000 Worker's Compensation Employer's Liability Upon request, we will provide a Certificate of Insurance for the insurance coverages Three Hughes listed above. Should you require additional coverage, the costs that we incur from our Irvine,California insurance carriers will be invoiced at their direct costs and are not included in our fee 92618-2021 quoted within this proposal. (949)583 1 010 PH (949)583-0759 FX www.hunsaker.corn EXHIBIT A Mr. Charles View . CITY OF SAN JUAN CAPISTRANO October 2, 2018 Page 2 Should this proposal meet with your approval, please sign below and initial each page of the "Standard Provisions of Agreement Between Client and Consultant", which is attached and return it to our office. Should you have any questions, please call me directly at(949) 768-2518. Sincerely, Agreed to and approved by, HUNSAKER &ASSOCIATES IRVINE, INC. CITY OF SAN JUAN CAPISTRANO Robert L Wheeler, IV, LS 8639 Assistant Manager Mapping Department Date RW:tl Enclosures (f\c\1 p\bn\cosjc P02-rw.docx) 4 Exhibit A t Legal Description for the Granting of a Portion of APN 666-011-28 and -28 SCOPE OF SERVICES 1. Field survey of additional monumentation along San Juan Creek Road and the location of existing fences along the northeasterly line of the golf course property. (1 day) $ 2,500 2. Prepare a record data base map for the project including street centerlines, street right of ways, San Juan Creek Channel and property lines. $ 2,400 3. Preparation of a record data exhibit showing the plotting of existing water well and access easements per recorded documents of the title report. $ 1,500 4. Meeting with Golf Course and City staff. $ 900 5. Legal description and sketch for the property the City intends to Grant. $ 1,500 6. Legal description and sketch for the corrective deed covering the remaining property owned by the City. $ 2,000 7. Coordination with the Title Company for a new title report covering the following Assessor Parcels: 666-011-20, -21, -27, - 28 and 666-013-01, -02, -03, -04, -06 and 666-042-11. $ 1,200 8. Reimbursable cost for the New title report. $ t000 Total Estimate $ 13,000 Optional Items 1. Set 2 monuments along the northeasterly line of the Granted property. $ 2,500 2. Prepare, process and file a Record of Survey for the setting of the 2 monuments as required by State Law. $ 3.500 Total Optional Items $ 6,000 RW:tI (f1c11 p\bn\COSJC P02-rw.docx) 10-2-18 A-1 Legal Description APN 666-011-28 Hunsaker&Associates Irvine, Inc. City of San Juan Capistrano STANDARD PROVISIONS OF AGREEMENT BETWEEN CLIENT AND CONSULTANT Client and Consultant agree that the following provisions shall be part of this agreement: 1. This agreement shall be binding upon the successors, assigns, heirs, executors and administrators of Client and Consultant. 2. This agreement contains the entire agreement between Client and Consultant relating to the project and the provision of services for the project. Any prior agreements, promises, negotiations or representations not expressly set forth in this agreement are of no force or effect. Any subsequent modifications to this agreement shall be in writing and signed by both Client and Consultant. 3. Consultants or Client's waiver of any term, condition or covenant shall not constitute the waiver of any other term, condition or covenant. Consultant's or Client's waiver of any breach of this agreement shall not constitute the waiver of any other breach of the agreement. 4. If any term, condition or covenant of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall nevertheless remain valid and binding on Client and Consultant. 5.This agreement shall be governed by and construed in accordance with the laws of the State of California. 6. Client acknowledges Consultant has the right to complete all services agreed to be rendered pursuant to this agreement. In the event this agreement is terminated before the completion of all services, unless Consultant is responsible for such early termination, Client agrees to release Consultant from all liability for services performed. In the event all or any portion of the services by Consultant are suspended,abandoned, or otherwise terminated, Client shall pay Consultant all fees and charges for services provided prior to termination, not to exceed the contract limits specified herein, if any. Client acknowledges that if the project services are suspended and restarted, there will be additional charges due to suspension of the services which shall be paid for by Client as extra services pursuant to Paragraph 13. Client further acknowledges that if project services are terminated for the convenience of Client, Consultant is entitled to reasonable termination costs and expenses, to be paid by Client as extra services pursuant to Paragraph 13. 7. If the scope of services to be provided by Consultant pursuant to the terms of this agreement includes an ALTA survey, Client agrees that Consultant may sign one of the ALTA survey statements attached to this agreement and incorporated herein by reference. 8. Consultant shall be entitled to immediately, and without notice, suspend the performance of any and all of its obligations pursuant to this agreement if Client files a voluntary petition seeking relief under the United States Bankruptcy Code, or if an involuntary bankruptcy petition is filed against Client in the United States Bankruptcy Court, and that petition is not dismissed within fifteen (15)days of its filing. Any suspension of services made pursuant to the provisions of this paragraph shall continue until such time as this agreement has been fully and properly assumed in accordance with the applicable provisions of the United States Bankruptcy Code and in compliance with the final order or judgment issued by the Bankruptcy Court. If the suspension of performance of Consultant's obligation pursuant to this agreement continues for a period in excess of ninety(90) days, Consultant shall have the right to terminate all services pursuant to this agreement. 9. If payment for Consultant's services is to be made on behalf of Client by a third-party lender, Client agrees that Consultant shall not be required to indemnify the third-party lender, in the form of an endorsement or otherwise, as a condition to receiving payment for services. 10. All fees and other charges due Consultant will be billed monthly, and shall be due at the time of billing unless specified otherwise in this agreement. If Client fails to pay Consultant within thirty(30) days after invoices are rendered, Consultant shall have the right in its sole discretion to consider such default in payment a material breach of this entire agreement,and, upon written notice, Consultant's duties, obligations and responsibilities under this agreement may be suspended or terminated. In such event, Client shall promptly pay Consultant for all outstanding fees and charges cue Consultant at the time of suspension or termination. If Consultant elects to suspend or terminate Consultant's services pursuant to this provision, Consultant is entitled to reasonable suspension or termination costs or expenses in addition to the then outstanding fees and charges due Consultant. 11. Client agrees that all billings from Consultant to Client are correct and binding on Client unless Client, within ten (10) thirty (30)days from the date of receipt of such billing, notifies Consultant in writing of alleged inaccuracies, discrepancies, or errors in billing. 12. Client agrees to pay a monthly late payment charge, which will be the lesser of one and one-half percent (1-2%) per month, or a monthly charge not to exceed the maximum legal rate, which will be applied to any unpaid balance commencing thirty(30) days after the date of the billing. 13. Client agrees that if Client requests services not specified in the scope of services described in this agreement, Client will pay for all such additional services as extra services. in accordance with Consultant's billing rates then in effect. RW;tI(ftc\lplbn\COSJC PO2rw.docx) 10-2-18 1 Legal Description APN 666-011-28 Hunsaker&Associates Irvine, Inc. City of San Juan Capistrano STANDARD PROVISIONS OF AGREEMENT BETWEEN CLIENT AND CONSULTANT 14. Client acknowledges and agrees that if Consultant provides surveying aerviceo, which services require the filing of a Record of Survey in accordance with Business and Professions Code section 8762, or a Corner Record pursuant to Business and Professions Code section 8773, all of the costs of preparation, examination and filing for the Record of Survey or Corner Record will be paid by Client as extra services in accordance with Paragraph 13. 15. Consultant is not responsible for delay caused by activities or factors beyond Consultant's reasonable control, including, but not limited to, delays by reason of strikes, !oohouhs, work slowdowns or ntoppagms, aco(dentn, acts of God, failure of Client to furnish timely information or promptly approve or disapprove of Consultant's services or instruments of service, or faulty performance by Client, other contractors or governmental agencies. When such delays beyond Consultant's reasonable control occur, Client agrees Consultant shall not be responsible for damages resulting therefrom, nor shall Consultant be deemed to be in default of this agreement, Further, when such delays occur, Client agrees that, to the extent such delays cause Consultant to perform extra services, such services shall be paid for by Client as extra services in accordance with Paragraph 13, 16. Consultant makes no warranty, either express or implied, as to its findings, vanommendationa, plans, specificahons, or professional advice except that the services were performed pursuant to generally accepted standards of professional practice in effect at the time of performance. 17. Client agrees to limit the liability of Consultant, its phncipals, employees and subconsultants to Client and to all contractors and subcontractors on the project, for any claim or action arising in tort, oontraci, or strict liability, to the sum of $50.000 or Consultant's fee, whichever is greater. Client and Consultant acknowledge that this provision was expressly negotiated and agreed upon 18. In the event of any litigation arising from or related to the services provided under this agreement, the prevailing party will be entitled to recovery of all reasonable costs incurred, including court costs, attorneys'fees, staff time, fees of experts. and all other related expenses. 19. Client agrees that in the event Consultant institutes Litigation to enforce or interpret the provisions of this agreement, such litigation is to be brought and adjudicated in the appropriate court in Orange County, CA. the county in which Consultant's place of business is located, and Client waives the right to bring, try or remove such litigation to any other county or judicial district. 20, (a) Except as provided in Subdivisions (b) and (c) be|ow, in an effort to resolve any conflicts that arise during the design or construction of the project or following completion of the project, Client and Consultant agree that all disputes between them arising out of or relating to this agreement shall be submitted to nonbinding mmdioUon, unless the parties mutually agree otherwise, Client and Consultant further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with muboontoautora, subconsultants, suppliers or fabricators so rotainmd, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. (b) Subdivision (a) shall not preclude or limit Consultant's right to file a legal action for the collection of fees. (c) Subdivision (a) shall not preclude or limit Consultant's right to perfect or enforce applicable mechanic's lien or stop notice remedies. IN WITNESS WHEREOF, the parties hereby execute this agreement upon the terms and conditions stated above. Client City of San Juan Capistrano Consultant Huriaker &Associahas |n/ine, |nu. By By ' Name/Title Name/Title Robert Wheeler IAsst. Mgr. Mapping Dept. Date Signed Date Signed October 2 2018 Project Number Project Number nvv:u(fm\lpmnv:oouCPoarw.uvcx) 10'2'18 2 Legal Dm1 | Apwnso'o11-2o • IAP WAS PREPARED FOR ORANGE POR. SW 1/4. SW 1/4, SW 1/4. SEC. 5; POR. ' ASSESSOR DEPT. PURPOSES ONLY. POR. SEC. 7; N 1/2. N 1/2. N 1/2. SEC. 11 SESSOR MAKES NO GUARANTEE AS TO 'CURACY NOR ASSUMES ANY L IABIL I TY POR. E 1/2. E 1/2. E 1/2. SEC. 12. HER USES. NOT TO BE REPRODUCED. 'olk_ 'CHIS RESERVED. %lr, 'RIGHT ORANGE COUNTY ASSESSOR 2004 Ab L4 M2144 r AVE. . .� 2' ')3 -f- . 013 ( " s ", . ai 2- 75AC s,..,.. / /4.84 AC. J �� �pP 3 ss (��►' AC. y. OVEN e cs 15 \r - ,, ..` ' 37 �* I-t .•-; F, -.LOT/ o A 18 �». ��- 36 �` '� ,.. / K.. \\ ' LOT/ \\ 38 . .26AC. :AeQ�AC u PoR.LOr 2 \\ Zi A •�`srsns• \\�— -+ • Z r ''I i kk, f *war, V -- ir4Ac (... Pg4Lorz'* 03 \ sr . AS 29,2! -........--.....-- \--- -sy /,.., • P.M./e4-// f. • AAR/77-2e (,��j AW.I / AIR. " 0.i1 ( off res,a 7W. . ►ARCH 1965 RECORD SURVEY R.S. 4-15 - 16 C' a`'./,,,y,'It 2 7AC. PARCEL MAP P.M. 171-28. 188-11 seems : x 4,f ( Id 29 ""` IAP WAS PREPARED 'OP ORANGE POR. Sw 1/4. SW 1/4, SW 1/4, SEC. 5: POR. ASSESSOR DEPT. PURPOSES ONLY POR. SEC. 7: N 1/2. N 1/2. N 1/2.. SEC. 11 SESSOR MAKES NO GUARANTEE AS TO CURACY NOR ASSUMES ANY L IABIL ITY m POR. E 1/2. E 1/2. E 1/2. SEC. 12. HER USES. NOT TO BE REPRODUCED. inrGHTS RESERVED. cn rr RICHT ORANGE COUNTY ASSESSOR 2004 Ab LA NOV1A —- i AV£. `t.. M v 21 '')'b „--- 013 c "" ,4„ 3t c 14.844C. 2.375AC_ ,y 17, 0 0 y�y� RS 28-31aira. as 4 35 Fti \ ✓age a• p�E�� T_ , vi u. 37 a/ � ••.tor s c. 18 ��=' 36 4, A.rNIO4 gib;... \ a. � uxu ,,. \ �,, .R L071 \ 38 /8.26 AC. .3SO3AC. xe..,' POR.LOT 2 \ "hihs \V‹i Mill: OH f 4e J 19�►�� .o��«” �ti` B. .is' �s+ l �.�.. F z i` fm.nr 0 4�0 ..) 03 c(1 L74AQ ,, PARLor 2,.. ' 3� nem,a et ` V /a e26 J 45 2844 w \ n PM 188-11 • „y, .R, / AR. .lek 3' ,cn r8&,R 7N: 7,..,,. 43.. np t ��.y 18S,R.BW > '�' �; I LARCH 1965 RECORD SURVEY R.5. 4-15 } ", `is :'„ i 'N2 7AC PARCEL MAP P.M. 171-28. 188-11 66e, t, rs.ts' 29